2024-11-12T13:38:25-06:00 2023-12-31 991856619 GRANT THORNTON ADVISORS LLC 757 THIRD AVENUE 3RD FLOOR NEW YORK NY 100172013 990 2023-01-01 131828429 HEALTH INSURANCE PLAN OF GREATER NEW YORK HEAL 6464475000 55 WATER STREET TAX DEPT 9TH FL NEW YORK NY 10041 HEATHER TAMBORINO CFO 6464475000 2024-11-12 1 1 SCOTT THOMPSETT P00741490 2125990100 2023 2024-10-15 13:58:12Z KAREN IGNAGNI 55 WATER STREET NEW YORK NY 10041 5321268125 0 X WWW.EMBLEMHEALTH.COM X 1944 NY HIPGNY'S MISSION IS TO CREATE HEALTHIER FUTURES FOR ITS CUSTOMERS (CONTINUED ON SCHEDULE O) 7 5 2292 0 619647 0 17063298 181336 5690531383 5309979819 46663211 4232089 2208908 2324732 5756466800 5316717976 227043 185570 0 0 197366968 189473444 0 0 0 5557533236 5219432491 5755127247 5409091505 1339553 -92373529 2512009673 2520238921 1978194897 2077678613 533814776 442560308 X HIPGNY'S MISSION IS TO CREATE HEALTHIER FUTURES FOR ITS CUSTOMERS AND COMMUNITIES. HIPGNY WORKS ALONGSIDE ITS CUSTOMERS TO OFFER ACCESS TO HIGH-QUALITY, AFFORDABLE CARE, HELP NAVIGATE THE HEALTH CARE EXPERIENCE, AND MAKE GOOD HEALTH ACHIEVABLE. 0 0 2327560889 185570 2508036488 SUBSCRIBER BENEFITS - HIPGNY IS A NOT-FOR-PROFIT CORPORATION THAT ARRANGES FOR THE PROVISION OF COMPREHENSIVE MEDICAL AND HEALTH CARE SERVICES FOR ITS SUBSCRIBERS/MEMBERS (INCLUDING HEALTH CARE SERVICES TO MEDICARE AND MEDICAID MEMBERS) WHICH IS AN EXEMPT FUNCTION. IN 2023, HIPGNY PROVIDED SERVICES (ACROSS ALL SERVICE LINES) TO APPROXIMATELY 257,000 MEMBERS. 1374462997 0 1527839486 MEDICAID - HIPGNY SERVED APPROXIMATELY 259,000 MEDICAID MEMBERS. HIP HAS BEEN SERVICING THE MEDICAID POPULATION SINCE 1967 (WITH THE PASSAGE OF FEDERAL LEGISLATION AUTHORIZING THIS PROGRAM) AND HAS AN EXTENSIVE PROGRAM IN PLACE TO ENCOURAGE PREVENTIVE MEDICAL CARE. 1212078319 0 1273284352 MEDICARE - HIPGNY SERVED APPROXIMATELY 80,000 MEDICARE MEMBERS THROUGH ITS MEDICARE RISK AND COST CONTRACT PROGRAMS. 4914102205 0 1 0 0 0 0 0 0 0 1 1 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 1 0 0 0 0 0 1 1 1 1 0 1 X 1041 0 1 2292 1 1 1 0 0 0 0 0 1 0 X 7 5 1 0 0 0 1 0 0 1 1 0 0 1 1 1 1 1 1 1 1 1 1 NY X HEATHER TAMBORINO 6464475000 55 WATER STREET NEW YORK NY 10041 X KAREN IGNAGNI CHIEF EXECUTIVE OFFICER 35.00 2.00 X X 5511820 0 84092 JOHN FEERICK CHAIRMAN 2.00 1.00 X X 163750 0 0 BERNARD SCHAYES MD DIRECTOR 2.00 1.00 X 137381 0 21333 GREGORY FLOYD DIRECTOR 2.00 1.00 X 0 0 0 JOHN H BANKS III DIRECTOR 2.00 1.00 X 121000 0 178 RICHARD BERMAN DIRECTOR 2.00 1.00 X 143750 0 4936 WAYNE CAFRAN DIRECTOR 2.00 1.00 X 135000 0 0 GEORGE BABITSCH SVP, ACCOUNT MANAGEMENT 35.00 0.00 X 1234020 0 383266 JEFFREY CHANSLER CHIEF LEGAL OFFICER 35.00 0.00 X 1614124 0 64473 ALEXANDER CLAGUE THRU 062023 SVP, GOVERNMENT PROGRAMS 35.00 0.00 X 1626420 0 55289 RICHARD H DAL COL CHIEF MEDICAL OFFICER 35.00 0.00 X 1471747 0 56963 BETH LEONARD THRU 062023 CHIEF CORPORATE AFFAIRS OFFICER 35.00 0.00 X 1576401 0 48988 DEBRA LIGHTNER CHIEF COMPLIANCE OFFICER 35.00 0.00 X 1192976 0 53311 THOMAS MACMILLAN CHIEF OPERATING OFFICER 35.00 0.00 X 1300152 0 43439 JENNIFER MARTINO THRU 092023 SVP, CLAIMS, G&A AND OPS COMPLIANCE 35.00 0.00 X 642489 0 3377 MICHAEL PALMATEER PRESIDENT 35.00 1.00 X 3514982 0 97390 NAVARRA RODRIGUEZ SVP, PRESIDENT/CMO ACPNY 35.00 0.00 X 1347864 0 60317 HEATHER TAMBORINO CHIEF FINANCIAL OFFICER 35.00 1.00 X 2960120 0 62980 WILLIAM VOIGT CHIEF HUMAN RESOURCES OFFICER 35.00 0.00 X 882813 0 55192 MICHAEL COSTA SVP, PROVIDER NETWK & POP. HEALTH 35.00 0.00 X 770228 0 33910 MATTHEW MIZE CHIEF ACTUARY (THRU 06/2023) 35.00 0.00 X 648851 0 47168 ABDOU BAH AS OF 032023 SVP, MEDICAL MGMT & CHIEF HEALTH EQ. 35.00 0.00 X 750185 0 405 PRIYANK PANDEY SVP, CHIEF CUSTOMER OFFICER 35.00 0.00 X 632483 0 41925 CHARLOTTE THOMAS AS OF 12023 SVP, COMMERCIAL PRODUCT STRATEGY 35.00 0.00 X 601582 0 50061 DANIEL BYRNE VP, LABOR RELATIONS (THRU 05/2023) 40.00 0.00 X 712256 0 31101 CARLOS MANALANSAN VP, DEPUTY GENERAL COUNSEL 40.00 0.00 X 563881 0 50532 MICAH J HORTON VP, ENTERPRISE FINANCE 40.00 0.00 X 614166 0 40912 HECTOR TORRENS THRU 012023 VP, TECHNOLOGY (WELLSPARK) 40.00 0.00 X 644530 0 5421 ERIC WALSH VP, MEDICARE 40.00 0.00 X 564264 0 50518 32079235 0 1447477 788 1 1 0 COGNIZANT HEALTHCARE SERVICES LLC 500 FRANK W BURR SUITE 3F TEANECK NJ 07666 HEALTHCARE CONSULTING 84959494 THE SOURCING GROUP LLC 77 WATER STREET NEW YORK NY 10005 BUSINESS SOLUTIONS 18138173 ACCENTURE LLP 359 9TH AVENUE NEW YORK NY 10001 CONSULTING 11219744 SALESFORCECOM INC 415 MISSION STREET 3RD FLOOR SAN FRANCISCO CA 94105 MARKETING SERVICES 9007690 OPTUMINSIGHT INC 13625 TECHNOLOGY DRIVE EDEN PRAIRIE MN 55344 HEALTHCARE CONSULTING 4895047 129 181336 181336 GOVERNMENT-SUBSIDIZED PREMIUMS 900099 3366911833 3366911833 SUBSCRIBER PREMIUM REVENUE 900099 1937980515 1937980515 THIRD PARTY ADMINISTRATIVE FEES 540000 5087471 4267763 819708 5309979819 6437117 -289427 6726544 2030785 2289100 -258315 -258315 -258315 56021 2261049 -2205028 -2205028 -2205028 LEGAL SETTLEMENT 900099 2493466 0 0 2493466 PHARMACY REVENUE 440000 89581 215 89366 2583047 5316717976 5309160326 619647 6756667 X 185570 185570 29010136 29010136 124272422 124272422 8694237 8694237 16479625 16479625 11017024 11017024 5491664 5491664 1965532 1965532 85820 85820 171022049 171022049 1655225 1655225 21781521 21781521 20125377 20125377 1931181 1931181 65690 65690 3593205 3593205 19378007 19378007 16789330 16789330 SUBSCRIBER BENEFITS 4818620921 4818620921 OUTSOURCED SERVICES 45284462 45284462 CAPITATION PAYMENTS 25165877 25165877 BROKER COMMISSIONS 17771019 17771019 48705611 24845375 23860236 5409091505 4914102205 494989300 0 255271461 268915675 395619160 405182761 16599190 17142949 357907454 193542119 181143016 164365335 74087127 61244358 724896507 642917384 0 10127387 864393212 950343072 2512009673 2520238921 954011921 1068913776 34832710 41714791 86575948 71003802 902774318 896046244 1978194897 2077678613 X 533814776 442560308 533814776 442560308 2512009673 2520238921 X -92373529 -13433010 -836409 15388480 X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2548934 2548934 25144760 19823287 5321473 285964262 142315300 143648962 44249498 31403532 12845966 164365335 INVESTMENT IN ADVANTAGECARE 373159536 C INVESTMENT IN HIP HOLDINGS INC 150640551 C INVESTMENT IN EMBLEMHEALTH PLAN, INC. 117341297 C INVESTMENT IN CITYBLOCK (WARRANTS) 1776000 C 642917384 OPERATING LEASE RIGHT OF USE ASSET 610642388 HEALTHCARE RECEIVABLES 278789475 INTERCOMPANY RECEIVABLE 52423644 OTHER CURRENT ASSETS 7523681 FEDERAL TAX RECEIVABLE 417806 INTEREST/DIVIDENDS RECEIVABLE 348404 DEFERRED RENT 197674 950343072 OPERATING LEASE LIABILITY 684906925 PENSION LIABILITY 105011561 OTHER LONG TERM LIABILITIES 82797682 NOTES PAYABLE TO EMBLEMHEALTH PLAN, INC. 19846543 DEFERRED RENT 3483533 896046244 X PART X, LINE 2: FIN 48 DISCLOSURE THE COMPANY HAS NOT TAKEN ANY UNSUBSTANTIATED TAX POSITION THAT WOULD REQUIRE PROVISIONS OF A LIABILITY UNDER ASC 740, ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES. THE COMPANY DOES NOT BELIEVE THERE ARE ANY MATERIAL UNCERTAIN TAX POSITIONS AND, ACCORDINGLY, DID NOT RECOGNIZE ANY LIABILITY FOR UNRECOGNIZED TAX POSITIONS. FOR THE YEAR ENDED DECEMBER 31, 2023, THERE WERE NO INTEREST OR PENALTIES RECORDED OR INCLUDED IN THE CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS. 1 CEREBRAL PALSY OF WESTCHESTER 1186 KING ST RYE BROOK NY 10573 131690769 501(C)(3) 10000 0 GENERAL SUPPORT CHILDRENS AID SOCIETY 117 WEST 124TH STREET 5TH FLOOR NEW YORK NY 10027 135562191 501(C)(3) 7500 0 GENERAL SUPPORT CITIZENS BUDGET COMMISSION INC 240 WEST 35TH STREET SUITE 302 NEW YORK NY 10001 130576141 501(C)(3) 13000 0 GENERAL SUPPORT DOMINICAN MEDICAL DENTAL COMMUNITY OUTREACH SOCIETY INC 435 FORT WASHINGTON AVE STE 1C NEW YORK NY 10033 274628678 501(C)(3) 20000 0 GENERAL SUPPORT MEDGAR EVERS COLLEGE EDUCATIONAL FOUNDATION INC 1150 CARROLL STREET STE 400 BROOKLYN NY 11225 112561640 501(C)(3) 15000 0 GENERAL SUPPORT MEDICARE RIGHTS CENTER INC 266 WEST 37TH STREET 3RD FLOOR NEW YORK NY 10018 133505372 501(C)(3) 25000 0 GENERAL SUPPORT NEW YORK BUILDING CONGRESS INC 1040 AVENUE OF THE AMERICAS NEW YORK NY 10018 131097030 501(C)(6) 8250 0 GENERAL SUPPORT POLICE BENEVOLENT ASSOCIATION 127 BROAD STREET 11TH FLOOR NEW YORK NY 10024 135308915 501(C)(5) 7600 0 GENERAL SUPPORT REGENTS OF THE UNIVERSITY OF MICHIGAN 2800 PLYMOUTH ROAD BUILDING 16 FLOOR 4 ANN ARBOR MI 48109 386006309 501(C)(3) 20000 0 GENERAL SUPPORT SAMARITAN DAYTOP FOUNDATION INC 138-02 QUEENS BLVD BRIARWOOD NY 11435 112490500 501(C)(3) 12720 0 GENERAL SUPPORT TRANSPORT WORKERS UNION LOCAL 100 195 MONTAGUE STREET BROOKLYN NY 11201 476448861 501(C)(5) 15000 0 GENERAL SUPPORT UNIFORMED FIRE OFFICERS ASSOCIATION 125 MAIDEN LANE 6TH FLOOR NEW YORK NY 10038 132545508 501(C)(5) 14000 0 GENERAL SUPPORT UNIFORMED FIREFIGHTERS 204 E 23RD STREET NEW YORK NY 10010 134194707 501(C)(3) 7500 0 GENERAL SUPPORT UNITED FEDERATION OF TEACHERS 52 BROADWAY 14TH FLOOR NEW YORK NY 10004 139226721 501(C)(3) 10000 0 GENERAL SUPPORT 10 4 PART I, LINE 2: HEALTH INSURANCE PLAN OF GREATER NEW YORK ("HIPGNY") HAS AN INTERNAL REVIEW PROCESS FOR ALL CHARITABLE GRANTS PAID OUT BY THE ORGANIZATION. EVERY REQUEST FOR A GRANT MUST BE SUBMITTED IN WRITING TO THE CEO AND CHIEF ADMINISTRATIVE OFFICER FOR REVIEW AND APPROVAL. GRANT APPLICATIONS ARE PRIMARILY ACCEPTED FROM 501(C)(3) TAX-EXEMPT ORGANIZATIONS; TO THE EXTENT ANY OF THE GRANTEES ARE NON 501(C)(3) ORGANIZATIONS, THOSE GRANTEES ARE EITHER VOLUNTEER FIRE DEPARTMENTS OR BENEVOLENT FUNDS THAT SUPPORT CHARITABLE ENDEAVORS. X X X X 1 1 0 0 0 1 0 1 0 KAREN IGNAGNI CHIEF EXECUTIVE OFFICER 1212676 0 4299144 0 0 0 49800 0 34292 0 5595912 0 0 0 MICHAEL PALMATEER PRESIDENT 907761 0 2607221 0 0 0 79243 0 18147 0 3612372 0 0 0 HEATHER TAMBORINO CHIEF FINANCIAL OFFICER 790960 0 2169110 0 50 0 49800 0 13180 0 3023100 0 0 0 ALEXANDER CLAGUE THRU 062023 SVP, GOVERNMENT PROGRAMS 172741 0 1031114 0 422565 0 49800 0 5489 0 1681709 0 0 0 JEFFREY CHANSLER CHIEF LEGAL OFFICER 567398 0 1046726 0 0 0 49800 0 14673 0 1678597 0 0 0 BETH LEONARD THRU 062023 CHIEF CORPORATE AFFAIRS OFFICER 244220 0 1270064 0 62117 0 42300 0 6688 0 1625389 0 0 0 GEORGE BABITSCH SVP, ACCOUNT MANAGEMENT 417638 0 816382 0 0 0 372034 0 11232 0 1617286 0 0 0 RICHARD H DAL COL CHIEF MEDICAL OFFICER 506553 0 965194 0 0 0 49800 0 7163 0 1528710 0 0 0 NAVARRA RODRIGUEZ SVP, PRESIDENT/CMO ACPNY 533864 0 814000 0 0 0 49800 0 10517 0 1408181 0 0 0 THOMAS MACMILLAN CHIEF OPERATING OFFICER 542298 0 757854 0 0 0 42300 0 1139 0 1343591 0 0 0 DEBRA LIGHTNER CHIEF COMPLIANCE OFFICER 392421 0 800555 0 0 0 43800 0 9511 0 1246287 0 0 0 WILLIAM VOIGT CHIEF HUMAN RESOURCES OFFICER 486623 0 396190 0 0 0 49800 0 5392 0 938005 0 0 0 MICHAEL COSTA SVP, PROVIDER NETWK & POP. HEALTH 520228 0 250000 0 0 0 27563 0 6347 0 804138 0 0 0 ABDOU BAH AS OF 032023 SVP, MEDICAL MGMT & CHIEF HEALTH EQ. 441030 0 309155 0 0 0 0 0 405 0 750590 0 0 0 DANIEL BYRNE VP, LABOR RELATIONS (THRU 05/2023) 81461 0 312923 0 317872 0 29549 0 1552 0 743357 0 0 0 MATTHEW MIZE CHIEF ACTUARY (THRU 06/2023) 168070 0 458914 0 21867 0 42300 0 4868 0 696019 0 0 0 PRIYANK PANDEY SVP, CHIEF CUSTOMER OFFICER 362875 0 269508 0 100 0 41550 0 375 0 674408 0 0 0 MICAH J HORTON VP, ENTERPRISE FINANCE 340554 0 273562 0 50 0 34583 0 6329 0 655078 0 0 0 CHARLOTTE THOMAS AS OF 12023 SVP, COMMERCIAL PRODUCT STRATEGY 372030 0 229552 0 0 0 42300 0 7761 0 651643 0 0 0 HECTOR TORRENS THRU 012023 VP, TECHNOLOGY (WELLSPARK) 13395 0 330967 0 300168 0 4678 0 743 0 649951 0 0 0 JENNIFER MARTINO THRU 092023 SVP, CLAIMS, G&A AND OPS COMPLIANCE 265721 0 360355 0 16413 0 0 0 3377 0 645866 0 0 0 ERIC WALSH VP, MEDICARE 310718 0 253496 0 50 0 49800 0 718 0 614782 0 0 0 CARLOS MANALANSAN VP, DEPUTY GENERAL COUNSEL 315732 0 247999 0 150 0 49800 0 732 0 614413 0 0 0 JOHN FEERICK CHAIRMAN 163750 0 0 0 0 0 0 0 0 0 163750 0 0 0 BERNARD SCHAYES MD DIRECTOR 137381 0 0 0 0 0 0 0 21333 0 158714 0 0 0 PART I, LINES 4A-B LINE 4(A) - SEVERANCE THE FOLLOWING INDIVIDUALS REPORTED ON THE FORM 990, SCHEDULE J, RECEIVED SEVERANCE PAYMENTS IN CALENDAR YEAR 2023: -VP, LABOR RELATIONS, DANIEL BYRNE $306,250 -SVP, GOVERNMENT PROGRAMS, ALEXANDER CLAGUE $400,000 -VP, TECHNOLOGY (WELLSPARK), HECTOR TORRENS $285,000 THE SEVERANCE PAYMENTS DOCUMENTED ABOVE ARE REPORTED IN THE FORM 990, SCHEDULE J, PART II, COLUMN (B)(III). LINE 4(B) - SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN EMBLEMHEALTH SERVICES COMPANY, LLC ("EMBLEMHEALTH SERVICES") SPONSORS A NONQUALIFIED RETIREMENT PLAN THAT OFFICERS OF HIPGNY WITH THE TITLES OF SENIOR VICE PRESIDENT AND ABOVE HIRED BEFORE JUNE 1, 2009, PARTICIPATE IN. THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR EMBLEMHEALTH SERVICES PROVIDES A RETIREMENT BENEFIT CALCULATED ON THE BASIS OF 50% OF FINAL AVERAGE PAY, OFFSET BY BENEFITS UNDER ANY QUALIFIED BENEFIT PLAN, SUCH AS THE EMBLEMHEALTH SERVICES COMPANY, LLC EMPLOYEES' RETIREMENT PLAN. PARTICIPANTS WHO RETIRE PRIOR TO AGE 65 HAVE THEIR BENEFITS REDUCED BY EARLY RETIREMENT FACTORS. PART I, LINE 6 HIPGNY HAS A SALES PERFORMANCE AWARD PROGRAM IN PLACE THAT IS DESIGNED TO INCENTIVIZE ITS SALES EMPLOYEES TO DELIVER HIGH QUALITY SERVICE TO HIPGNY'S CUSTOMERS/SUBSCRIBERS. EMPLOYEES ELIGIBLE TO PARTICIPATE IN THE PROGRAM HAVE TWO OPPORTUNITIES TO EARN SALES INCENTIVES: 1. A QUARTERLY BONUS OPPORTUNITY BASED UPON MEETING CERTAIN MEMBERSHIP AND GOAL METRICS AND, 2. A BONUS BASED ON ACHIEVING NEW MEDICARE SUPPLEMENTAL SALES THESE COMMISSION PAYMENTS ARE REPORTED IN THE FORM 990, SCHEDULE J, PART II, COLUMN (B)(II). OF THE INDIVIDUALS REPORTED ON THE FORM 990, ONLY THE ORGANIZATION'S TOP FIVE HIGHLY COMPENSATED EMPLOYEES PARTICIPATE IN THIS PROGRAM. PART I, LINE 7 BONUS PAYMENTS HIPGNY (VIA EMBLEMHEALTH SERVICES, THE PAYROLL PAYOR) PROVIDES ANNUAL INCENTIVE AWARDS BASED UPON THE ACHIEVEMENT OF PERFORMANCE METRICS. THE COMPENSATION COMMITTEES APPROVE THE PERFORMANCE METRICS AND TARGETS AND THE ULTIMATE PAYOUT TO PARTICIPANTS BASED UPON THE PERFORMANCE ACHIEVED UNDER THE ANNUAL INCENTIVE PLAN (AIP). FORM 990, SCHEDULE J, PART II, COLUMN (C) AND (F): THE MANAGEMENT PENSION PLAN WAS FROZEN EFFECTIVE JANUARY 1, 2016 AND REPLACED WITH A MATCHING 401(K) PROGRAM. THE AMOUNTS IN COLUMN C PRIMARILY REPRESENT THE COMPANY MATCH TO THE 401(K) PROGRAM. FOR THREE INDIVIDUALS, (MICHAEL PALMATEER, GEORGE BABITSCH, AND JEFFREY CHANSLER), COLUMN C ALSO REPORTS THE CHANGE IN ACTUARIAL VALUE OF THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN II FOR EMBLEMHEALTH SERVICES COMPANY, LLC ("SERP II"). THE SERP II AMOUNTS INCLUDED IN COLUMN C ARE DEFERRED COMPENSATION THAT MAY OR MAY NOT BE PAID AS IT IS SUBJECT TO SUBSTANTIAL RISK OF FORFEITURE. THIS DOES NOT REPRESENT ACTUAL PAYMENT RECEIVED IN 2023. TO THE EXTENT ANY INDIVIDUAL REPORTED ON SCHEDULE J HAS COMPENSATION REPORTED IN COLUMN (F), THOSE AMOUNTS REFLECT PAYOUTS OF PREVIOUSLY REPORTED DEFERRED COMPENSATION ON A PRIOR YEAR FORM 990. THERE HAVE BEEN NO PAYOUTS FROM SERP II SINCE INCEPTION FOR THE INDIVIDUALS NOTED ABOVE. DR LESTER LEBLANC FAMILY OF BD MEMBER 99518 DENT. WAGES 0 FORM 990, SCHEDULE L: HIPGNY DOES NOT BELIEVE IT HAS ANY OTHER BUSINESS TRANSACTIONS OR RELATIONSHIPS BETWEEN ITSELF AND AN OFFICER, DIRECTOR, OR KEY EMPLOYEE OF THE ORGANIZATION THAT RISE TO THE MONETARY THRESHOLD REQUIRED FOR DISCLOSURE ON SCHEDULE L OF THE FORM 990. THE ORGANIZATION TAKES ITS RESPONSIBILITIES OF MONITORING POTENTIAL CONFLICTS OF INTEREST VERY SERIOUSLY (PLEASE SEE DISCLOSURE ON PART VI, LINE 12). HIPGNY COMPILES A LENGTHY SUMMARY REPORT OF ALL POTENTIAL BUSINESS TRANSACTIONS BETWEEN THE INDIVIDUALS REPORTED ON PART VII OF THE FORM 990 AND HIPGNY OR ONE OF ITS AFFILIATED ORGANIZATIONS. THIS REPORT DISCLOSES ALL POTENTIAL BUSINESS TRANSACTIONS REGARDLESS OF MONETARY VALUE. AMOUNTS REPORTED ON SCHEDULE L REPRESENT THE W-2, BOX 5 WAGES PAID TO EACH OF THESE INDIVIDUALS. ADDITIONAL TAXABLE AND NON-TAXABLE FRINGE BENEFITS MAY HAVE BEEN PROVIDED (BUT ARE NOT INCLUDED ABOVE). ADDITIONAL INFORMATION IS AVAILABLE UPON REQUEST. FORM 990, PART I, LINE 1, DESCRIPTION OF ORGANIZATION MISSION: AND COMMUNITIES BY OFFERING ACCESS TO HIGH-QUALITY, AFFORDABLE HEALTH CARE. FORM 990, PART III - REVENUE & EXPENSE ALLOCATIONS: THE ORGANIZATION NOTES THAT THE ALLOCATION OF PROGRAM SERVICE EXPENDITURES REPORTED ON PART III OF THE FORM 990 IS DERIVED FROM HIPGNY'S STATUTORY FINANCIAL STATEMENTS (STAT) - ANALYSIS OF OPERATIONS BY LINES OF BUSINESS. THE FORM 990 IS PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP); ACCORDINGLY, THERE MAY BE ADDITIONAL ALLOCATIONS OF EXPENDITURES TO ACHIEVE CONFORMITY BETWEEN THE GAAP AND STAT REPORTS. FORM 990, PART V, LINE 1A AND PART VII, INDEPENDENT CONTRACTORS: THE TOTAL NUMBER OF INDEPENDENT CONTRACTORS REPORTED ON PART V, LINE 1A REPRESENTS THOSE VENDORS THAT RECEIVED A 1099 DIRECTLY FROM HIPGNY'S EIN#. THE ORGANIZATION'S DISREGARDED ENTITY, EMBLEMHEALTH SERVICES COMPANY, LLC., FILED SOME FORMS 1099S ON BEHALF OF HIPGNY. HIPGNY, AS A PART OF ITS BUSINESS, UNDERTAKES A SIGNIFICANT AMOUNT OF CLAIMS PROCESSING; IN 2023, HIPGNY ISSUED 0 1099S AND EMBLEMHEALTH SERVICES COMPANY, LLC (HIPGNY'S DISREGARDED ENTITY), ISSUED 1,550 1099S AS A RESULT OF ITS CLAIMS PROCESSING ACTIVITIES AND BROKERS. THE 1099S FOR THE CLAIMS PROCESSING ARE NOT REPORTED ON LINE 1(A) BUT ARE DISCLOSED HERE IN THE INTERESTS OF FULL DISCLOSURE. IN TOTAL, HIPGNY AND EMBLEMHEALTH SERVICES PAID COMPENSATION EXCEEDING $100,000 TO 129 VENDORS IN 2023. FORM 990, PART V, LINE 2(A): HIPGNY DOES NOT FILE A FORM W-3 AS ALL EMPLOYEE PAYROLL IS PAID OUT OF EMBLEMHEALTH SERVICES. IN THE INTERESTS OF CLARITY, HIPGNY IS DISCLOSING THAT 2,292 EMPLOYEES RECEIVED W-2S FROM EMBLEMHEALTH SERVICES (OSTENSIBLY FOR SERVICES RENDERED TO HIPGNY AND TO OTHER AFFILIATED ENTITIES). FORM 990, PART VI, SECTION A, LINE 2 IN THE INTERESTS OF FULL DISCLOSURE, THE ORGANIZATION NOTES THAT VARIOUS OFFICERS AND/OR DIRECTORS, MAY SERVE ON THE BOARD OF DIRECTORS OF RELATED FOR-PROFIT ORGANIZATIONS (E.G. - THOSE DISCLOSED IN SCHEDULE R OF THE FORM 990). NO INDIVIDUAL IS COMPENSATED FOR BOARD SERVICES RENDERED TO THE RELATED FOR-PROFIT ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 6 EMBLEMHEALTH, INC., A NEW YORK NOT-FOR-PROFIT CORPORATION, IS THE SOLE MEMBER OF HIPGNY. EMBLEMHEALTH, INC. (EIN 13-3941542) IS EXEMPT FROM FEDERAL TAXATION PURSUANT TO IRC 501(C)(3). FORM 990, PART VI, SECTION B, LINE 11B 990 REVIEW PROCESS THE TAXPAYER'S FORM 990 FOR THE YEAR ENDING DECEMBER 31, 2023 WAS PROVIDED TO EACH MEMBER OF THE ORGANIZATION'S GOVERNING BODY BEFORE IT WAS FILED. A DETAILED REVIEW OF THE FORM 990 WAS UNDERTAKEN BY THE ORGANIZATION'S TAX DIRECTOR, CHIEF ADMINISTRATIVE OFFICER, CHIEF FINANCIAL OFFICER, AND VP, DEPUTY GENERAL COUNSEL. FORM 990, PART VI, SECTION B, LINE 12C INDEPENDENCE TO DETERMINE IF AN EMPLOYEE'S PERSONAL INTERESTS, ACTIVITIES OR RELATIONSHIPS CONSTITUTE A CONFLICT OF INTEREST OR THE APPEARANCE OF A CONFLICT OF INTEREST, CERTAIN EMPLOYEES, BASED UPON FUNCTIONALITY, AS DETERMINED BY THE CHIEF COMPLIANCE OFFICER AND BY THE VP, DEPUTY GENERAL COUNSEL, ON AN ANNUAL BASIS, ANY REPORTABLE SITUATIONS ON THE COMPANY'S CONFLICT OF INTEREST DISCLOSURE. ALL EMPLOYEES, AT THE TIME OF EMPLOYMENT, ARE REQUIRED TO FULLY DISCLOSE ANY PERSONAL INTEREST, ACTIVITIES OR RELATIONSHIPS THAT CONSTITUTE A CONFLICT OF INTEREST OR THE APPEARANCE OF A CONFLICT OF INTEREST. DISCLOSURES ARE REVIEWED BY THE CHIEF COMPLIANCE OFFICER AND THE VP, DEPUTY GENERAL COUNSEL. ANY EMPLOYEE, WHO VIOLATES THE CONFLICT OF INTEREST POLICY, FAILS TO MAKE A REQUIRED REPORT OR FAILS TO COMPLY WITH ANY REMEDIAL ACTION REQUIRED BY THE COMPANY, IS SUBJECT TO DISCIPLINARY ACTION, UP TO AND INCLUDING TERMINATION OF EMPLOYMENT. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION REVIEW PROCESS TO DETERMINE THE COMPENSATION OF THE CEO AND ALL OTHER OFFICERS OF THE COMPANY, HIPGNY AND EMBLEMHEALTH SERVICES ENGAGE AN OUTSIDE COMPENSATION CONSULTANT TO PROVIDE GUIDANCE AND THE COMPARABLE MARKET DATA ON THE COMPENSATION OF SIMILARLY SITUATED EXECUTIVE POSITIONS IN THE ORGANIZATIONS' COMPETITIVE PEER GROUP COMPRISED OF PROFIT AND NOT FOR PROFIT ENTITIES. THE COMPENSATION CONSULTANT PRESENTS THE COMPARABLE MARKET DATA TO THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF HIPGNY AND EMBLEMHEALTH SERVICES. THE COMPENSATION COMMITTEES ARE COMPOSED ENTIRELY OF OUTSIDE, INDEPENDENT, DISINTERESTED DIRECTORS. THE COMPENSATION COMMITTEES REVIEW AND APPROVE THE PROPOSED COMPENSATION ARRANGEMENTS AND THE DELIBERATIONS AND ACTIONS OF THE COMPENSATION COMMITTEES ARE DOCUMENTED IN THE MINUTES OF EACH MEETING. THEREAFTER, THE ACTIONS OF THE COMPENSATION COMMITTEES ARE REPORTED TO THE FULL BOARDS IN A TIMELY MANNER. THE CEO, OR ANY OTHER OFFICER, IS EXCUSED FROM THE COMPENSATION COMMITTEE MEETING WHILE THE COMMITTEE DELIBERATES AND APPROVES ANY ACTION RELATED TO THE COMPENSATION ARRANGEMENT OF THE CEO OR OTHER OFFICER. THE ORGANIZATION COMMISSIONS AN INDEPENDENT REVIEW OF COMPENSATION BY AN INDEPENDENT THIRD-PARTY COMPENSATION CONSULTANT ON AN ANNUAL BASIS. FORM 990, PART VI, SECTION C, LINE 19 PUBLIC DOCUMENTS THE TAXPAYER MAKES ITS FORM 990 AND FORM 1023 AVAILABLE TO THE PUBLIC BY RETAINING A COPY OF EACH AT ITS HOME OFFICE AT 55 WATER STREET, NEW YORK, NEW YORK. THE ORGANIZATION'S FORM 990 IS ALSO AVAILABLE FOR PUBLIC INSPECTION ON WWW.GUIDESTAR.COM. THE TAXPAYER'S FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT AVAILABLE TO THE PUBLIC. FORM 990, PART VII - HOURS SERVED FOR RELATED PARTY: THE COMPENSATED INDIVIDUALS REPORTED IN PART VII OF THE FORM 990 MAY PROVIDE SERVICES TO A VARIETY OF ENTITIES WITHIN THE HIPGNY NETWORK. ALLOCATING THOSE HOURS BETWEEN THE MANY ENTITIES PRESENTS A CHALLENGE; ACCORDINGLY, THE HOURS REPRESENTED ON PART VII REPRESENT THE HOURS WORKED BY THE INDIVIDUAL IN THEIR CAPACITY AS AN EMPLOYEE FOR THE ENTIRE HIPGNY NETWORK. FORM 990, PART IX: AMOUNTS REPORTED ON PART IX, LINE 5, AS COMPENSATION PAID TO OFFICERS, DIRECTORS AND KEY-EMPLOYEES OF HIPGNY REPRESENT THOSE SALARY COSTS REPORTED ON FORM 990, PART VII, LINE 1(D) THAT ARE ALLOCATED FROM THE RELATED PARTY, EMBLEMHEALTH SERVICES, LLC. HIPGNY HAS ADOPTED A SIMPLIFIED APPROACH OF ALLOCATING ITS EXPENDITURES BETWEEN PROGRAMMATIC AND MANAGEMENT AND GENERAL. THE ORGANIZATION DOES NOT CATEGORIZE ITS EXPENSES INTERNALLY OR IN ITS AUDITED FINANCIAL STATEMENTS BY THESE MEANS. FOR PURPOSES OF ITS 990 REPORTING, HIPGNY IS TREATING ALL SUBSCRIBER BENEFITS AS PROGRAMMATIC EXPENSES AND ALL OTHER EXPENSES AS MANAGEMENT AND GENERAL EVEN THOUGH A LARGE PERCENTAGE OF THOSE EXPENSES ARE LIKELY RELATED TO HIPGNY'S DAY-TO-DAY MISSION ACTIVITIES. NEVERTHELESS, EVEN TAKING THIS CONSERVATIVE APPROACH, HIPGNY'S PROGRAM SERVICE EXPENSES CONSTITUTE NEARLY 90% OF TOTAL EXPENDITURES. FORM 990, PART XI, LINE 9: CHANGE IN MINIMUM PENSION LIABILITY -3,749,349. AUDIT ADJUSTMENT - FIXED ASSETS -829,383. STATUTORY-BASIS FINANCIAL STATEMENT TO GAAP FINANCIAL STATEMENT ADJUSTMENTS 19,967,212. EMBLEMHEALTH SERVICES COMPANY LLC 55 WATER STREET NEW YORK NY 10041 ADMIN SERVICES NY 40658 191871367 HIPGNY EMBLEMHEALTH INC 55 WATER STREET NEW YORK NY 10041 133941542 SUPPORT SVCS NY 501(C)(3) 12(C) HIPGNY 1 NEIGHBORHOOD CARE SERVICES INC 55 WATER STREET TAX DEPT 9TH FL NEW YORK NY 10041 854100976 FUNDRAISING NY 501(C)(3) LINE 7 N/A 0 BRONXDOCS MANAGEMENT CO LLC 55 WATER STREET TAX DEPT 9TH FL NEW YORK NY 10041 844004402 HEALTHCARE NY HIPGNY UNRELATED -289405 386739 0 -289427 1 0.51000 EMBLEMHEALTH PLAN INC 55 WATER STREET NEW YORK NY 10041 135511997 INSURANCE NY HIPGNY C 483715293 500577685 1.00000 1 HIP HOLDINGS INC & SUBSIDIARIES 55 WATER STREET NEW YORK NY 10041 133819759 INSURANCE NY HIPGNY C 1831104647 958029685 1.00000 1 ADVANTAGECARE PHYSICIANS PC 55 WATER STREET NEW YORK NY 10041 460970995 HEALTHCARE NY HIPGNY C 418033369 164165760 1.00000 1 SIUC MEDICAL PC 55 WATER STREET NEW YORK NY 10041 810689784 HEALTHCARE NY HIPGNY C 11163488 1669369 1.00000 1 1 0 0 1 1 0 0 0 0 0 0 1 1 1 1 1 1 1 0 ADVANTAGECARE PHYSICIANS PC D 8057800 COST ADVANTAGECARE PHYSICIANS PC A 88500000 MARKET RATE EMBLEMHEALTH PLAN INC (EHPI) R 80396931 COST EMBLEMHEALTH PLAN INC (EHPI) E 19846543 COST EMBLEMHEALTH INC P 1722976 COST EMBLEMHEALTH INC M 1722976 COST HIP HOLDINGS INC & SUBSIDIARIES (EHIC) M 262500000 COST HIP HOLDINGS INC & SUBSIDIARIES (EHIC) Q 8100000 COST HIP HOLDINGS INC & SUBSIDIARIES (EHIC) L 8100000 COST SCHEDULE R, PART V, LINE 2: EMBLEMHEALTH, INC. IS THE PARENT ORGANIZATION OF HIPGNY, A 501(C)(4) TAX-EXEMPT ORGANIZATION THAT DELIVERS QUALITY, AFFORDABLE HEALTH INSURANCE TO MEMBERS. EMBLEMHEALTH, INC., IN CONJUNCTION WITH ITS SUBSIDIARIES, FOSTERS AND FACILITATES HIPGNY'S EFFORTS TO GIVE BACK TO THE COMMUNITY. COSTS ASSOCIATED WITH RUNNING EMBLEMHEALTH, INC. ARE REIMBURSED BY HIPGNY (AT COST); THESE TRANSACTIONS ARE MEMORIALIZED WITH TRANSACTION CODE M & P. TRANSACTIONS WITH EMBLEMHEALTH PLAN, INC (EHPI) HIPGNY HAD ADVANCED $165 MILLION TO EHPI IN ACCORDANCE WITH SECTION 1307 OF THE INSURANCE LAW OF THE STATE OF NEW YORK WITH INTEREST ACCRUING AT 2% PER ANNUM. THE NEW YORK STATE DEPARTMENT OF FINANCIAL SERVICES APPROVED THE CONVERSION OF $165 MILLION SURPLUS NOTES ISSUED AND DUE FROM EHPI TO AN EQUITY INVESTMENT IN EHPI THROUGH A CAPITAL CONTRIBUTION FOR NO CONSIDERATION. THE CONVERSION WAS EFFECTIVE DECEMBER 31, 2020. DUE TO THE CONVERSION, THE CARRYING VALUE OF THE SURPLUS NOTE RECEIVABLE RECORDED IN OTHER INVESTED ASSETS IN THE STATUTORY-BASIS STATEMENTS OF ASSETS, LIABILITIES AND SURPLUS WAS $0 AS OF DECEMBER 31, 2023. ON DECEMBER 29, 2022, THE DEPARTMENT APPROVED A RETURN OF CAPITAL FROM EHPI TO HIP IN THE AMOUNT OF $120.0 MILLION. A PARTIAL PAYMENT IN THE AMOUNT OF $40.0 MILLION WAS MADE ON DECEMBER 30, 2022. THE REMAINING $80.0 MILLION WAS PAID ON JANUARY 18, 2023, WHICH IS MEMORIALIZED WITH TRANSACTION CODE R. ON MAY 15, 2020, HIPGNY ISSUED SURPLUS NOTES PAYABLE DUE TO EHPI IN THE AMOUNT OF $19.8 MILLION IN ACCORDANCE WITH SECTION 1307 OF THE INSURANCE LAW OF THE STATE OF NEW YORK WITH INTEREST ACCRUING AT 2% PER ANNUM. AS PROVIDED IN SECTION 1307, THE PAYMENT OF PRINCIPAL AND INTEREST SHALL ONLY BE MADE OUT OF FREE AND DISPOSABLE SURPLUS, SUBJECT TO PRIOR APPROVAL OF THE SUPERINTENDENT. THE SURPLUS NOTES PAYABLE DUE TO EHPI ARE REPORTED IN HIP'S SURPLUS RATHER THAN REPORTED AS A LIABILITY AS REQUIRED BY GAAP. NEVERTHELESS, HIPGNY IS DISCLOSING THE AMOUNT OF INTEREST EXPENSE THAT ACCRUED DURING 2023 WITH TRANSACTION CODE R, AND THE LOAN UNDER TRANSACTION CODE E. TRANSACTIONS WITH HIP HOLDINGS, INC. & SUBS - HIP INSURANCE COMPANY OF NEW YORK ("EHIC") HIP HOLDINGS, INC. ("HIP HOLDINGS") IS A FOR-PROFIT, DELAWARE HOLDING CORPORATION, WHICH IN TURN IS WHOLLY OWNED BY HIPGNY. HIP HOLDINGS IS THE SOLE MEMBER AND PARENT CORPORATION OF EMBLEMHEALTH INSURANCE COMPANY ("EHIC"). EHIC PROVIDES THE INDEMNITY HEALTH INSURANCE PRODUCTS, INCLUDING THE PORTION OF DUAL OPTION PRODUCTS OFFERED BY HIPGNY, WHICH ADMINISTERS THE COLLECTION OF PREMIUMS AND PAYS CLAIMS ON BEHALF OF EHIC. PREMIUMS COLLECTED ON BEHALF OF EHIC WERE APPROXIMATELY $128,300,000 FOR THE YEAR ENDED DECEMBER 31, 2023. HIPGNY PAID OUT-OF-NETWORK CLAIMS ON BEHALF OF EHIC OF $134,200,000 IN 2023. UNDER THE TERMS OF A SERVICE AGREEMENT, HIPGNY ALLOCATED COSTS ASSOCIATED WITH ADMINISTERING THE PREMIUMS AND CLAIMS OF APPROXIMATELY $8,100,000 TO EHIC FOR THE YEAR ENDED DECEMBER 31, 2023. TRANSACTIONS WITH ADVANTAGECARE PHYSICIANS P.C. ("ACPNY") ACPNY PROVIDES HEALTH CARE SERVICES TO CERTAIN SUBSCRIBERS OF EMBLEMHEALTH'S HEALTH BENEFIT PLANS AND WHICH OPERATES OUT OF FACILITIES OWNED OR LEASED BY HIPGNY. HIPGNY LEASES CERTAIN MEDICAL AND ADMINISTRATIVE FACILITIES UNDER NONCANCELABLE OPERATING LEASES. FOR THE YEAR ENDED DECEMBER 31, 2023, HIPGNY CHARGED ACPNY $88,500,000 FOR RENT, DEPRECIATION AND OTHER FACILITY-RELATED EXPENSES ASSOCIATED WITH THESE PROPERTIES AT COST. THESE CHARGES ARE REPORTED AS REDUCTIONS IN GENERAL ADMINISTRATIVE EXPENSES. LEASE PAYMENTS DUE TO A REIT FOR MEDICAL FACILITIES FROM ACPNY ARE GUARANTEED BY HIPGNY. THIS TRANSACTION IS MEMORIALIZED WITH TRANSACTION CODE D.